Obesity, particularly visceral and upper body subcutaneous obesity, is associated with higher risk for obesity-related co-morbidities, including type 2 diabetes and cardiovascular disease. Glucocorticoids (GC) are powerful regulators of fat deposition and fat distribution. Obesity is associated with an increase in local cortisol production within both subcutaneous and visceral adipose tissues. In addition, visceral (omental) adipose tissue is more responsive to GC in vitro, suggesting depot differences in GC action contribute to depot differences in fat cell metabolism and endocrine function. Our preliminary gene array studies show that chronic treatment of human adipose tissue with GCs regulates numerous genes related to metabolism and inflammation in vitro, and identified several potentially important GC targets that could contribute to the depot-specific activation of different gene networks. The relevance of these changes to in vivo physiology and the underlying mechanisms by which GC coordinate the activity of different gene networks that regulate the metabolic and endocrine functions of the adipocyte remain unclear. Thus, Specific Aim 1 of the current proposal will focus on identifying the genes in abdominal subcutaneous adipose tissue that are regulated by glucocorticoids in vivo. Because GC effects depend on nutritional state/insulin, we will compare the effects of hydrocortisone administered in the fasted state or in combination with meals, on global gene expression (Affymatrix gene arrays). Adipose tissue will be sampled 3.5h after hydrocortisone administration (with or without a meal) to determine primary GC target genes. To elucidate the mechanisms underlying the differential effects of GC in visceral fat, Specific Aim 2 will compare GC-regulated gene expression in organ cultures of Abd sc and omental adipose tissue and primary adipocytes in vitro using a candidate gene approach. Specific Aim 3 will test the functional importance of apparent primary GC targets at the level of the adipocyte with analysis of alterations in the expression of downstream targets using analysis of candidate genes and gene arrays, and functional changes in adipocyte metabolism and adipokine secretion. Collectively, these data will enhance understanding of the mechanisms by which GC promote obesity, particularly visceral fat deposition, by pointing to novel targets for therapeutic intervention for visceral obesity and its metabolic complications.